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FLYEXCLUSIVE INC.

For the period ended Dec 2, 2024. Filed Oct 23, 2024.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 2, 2024 · Filed Oct 23, 2024

Use the contents to explore the available documents and sections.

FLYX$1.17+14.7%Stored close · as of Nov 6, 2026
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Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

Annual Meeting Stockholders
DATE & TIMERECORD DATEVOTING
10:00 a.m. Eastern Time onOctober 11, 2024Holders of our Class A common stock and Class B common stock as of the Record Date are entitled to vote. Each share of Class A common stock and Class B common stock is entitled to one vote for each of the proposals to be voted on.
MAILING DATE
This proxy statement will be first mailed or made available to stockholders on the Internet on or about October 23, 2024.
VIRTUAL MEETING
www.virtualshareholdermeeting.com/FLYX2024

A complete list of holders of record of our Class A common stock and Class B common stock will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting at our principal executive offices at 2860 Jetport Road, Kinston, North Carolina 28504. The list of these stockholders will also be available on the bottom of your screen during the Annual Meeting after entering the 16-digit control number included on your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting may be postponed or adjourned from time to time without notice other than by announcement at the Annual Meeting.

Voting Matters and Vote Recommendation(pages 12,15 and 22)

The following table summarizes the proposals to be considered at the Annual Meeting and the Board’s voting recommendation with respect to each proposal.

ProposalsBoard VoteRecommendation
Approval, as required by NYSE American rules, of the issuance of shares of Class A common stock upon (i) the exercise of warrants to purchase shares of the Company’s Class A common stock and (ii) the conversion of shares of the Company’s Series B convertible preferred stock, in each case in the event such issuance would be in excess of 20% of the Class A common stock outstanding on March 4, 2024FOR
Election of directorsFOR
Ratification of Elliott Davis as the Company's independent registered public accounting firm for the fiscal year ending 2024FOR
How to Cast Your Vote (page 9)
You can cast your votes by any of the following methods:
INTERNETTELEPHONEMAIL
http://www.proxyvote.com(1-800-690-6903)Completing, signing and returning your proxycard or voting instruction card so that it isreceived by Sunday, December 1, 2024
until 11:59 p.m., Eastern Time on Sunday, December 1, 2024until 11:59 p.m., Eastern Time on Sunday,December 1, 2024

Whether you are a stockholder of record or hold your shares in “street name,” you may participate in and vote online at the Annual Meeting. You will need to enter your 16-digit control number (included in your Internet Notice, your proxy card or the voting instructions that accompanied your proxy materials) to vote your shares at the Annual Meeting. Instructions on how to attend the Annual Meeting live over the Internet, and how to vote your shares during the Annual Meeting, are posted at www.virtualshareholdermeeting.com/FLYX2024

FLYEXCLUSIVE • 2024 Proxy Statement 4

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.